As filed with the Securities and Exchange Commission on
November 18, 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 2)
GREENVILLE FEDERAL FINANCIAL CORPORATION
(Name of the Issuer)
GREENVILLE FEDERAL MHC
(Names of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
396078 10 7
(CUSIP Number of Class of Securities)
Jeff D. Kniese
President and Chief Executive Officer
Greenville Federal MHC
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
Cynthia A. Shafer, Esq.
Vorys, Sater, Seymour and Pease LLP
Suite 2000, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
This statement is filed in connection with (check the appropriate box):
a.
o
The filing of solicitation materials or an information statement subject to
Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101)
or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).
b.
o
The filing of a registration statement under the Securities Act of 1933.
c.
þ
A tender offer.
d.
o
None of the above.
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee
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$1,500,000
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$83.70
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*
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Calculated solely for the purpose of determining the filing fee. Based upon the purchase of
200,000 shares of common stock at the tender offer price of $7.50 per share.
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þ
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Check the box if any part of the fee is offset as provided by Rule 240.0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$83.70
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Filing Party:
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Greenville Federal Financial Corporation
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Form or Registration No.:
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Schedule TO
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Date Filed:
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July 8, 2009
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o
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Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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þ
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issuer tender offer subject to Rule 13e-4.
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þ
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
þ
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
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Rule 13e4(i) (Cross-Border Issuer Tender Offer).
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
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SCHEDULE 13E-3
(Amendment No. 2)
This Amendment No. 2 to Rule 13e-3 Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934 (the “Schedule 13E-3”) relates to an issuer tender offer by Greenville Federal
Financial Corporation (“GFFC”) to purchase up to 200,000 shares of its common stock, par value
$0.01 per share, at a price of between $6.50 and $7.50 per share, net to seller in cash, without
interest. Greenville Federal MHC (“MHC”) holds approximately 55% of the outstanding common stock
of GFFC. GFFC filed a Schedule TO on July 8, 2009, and amendments on August 6, 2009, August 25,
2009, September 2, 2009, October 15, 2009, and
November 18, 2009 (the “GFFC Schedule TO”).
Item 1. Summary Term Sheet
The information set forth under the heading “Summary Term Sheet” in the Offer to Purchase for
Cash filed with the GFFC Schedule TO (the “Offer to Purchase”) is incorporated herein by reference.
Item 2. Subject Company Information
(a) The information set forth on the cover page of the Offer to Purchase and under the heading
“10. Certain Information Concerning the Company, its Affiliates and its Executive Officers and
Directors” is incorporated herein by reference.
(b) The information set forth on the cover page of the Offer to Purchase and under the heading
“10. Certain Information Concerning the Company, its Affiliates and its Executive Officers and
Directors” is incorporated herein by reference.
(c) The information set forth under the headings “Summary Term Sheet” and
“8. Price Range of the Shares” in the Offer to Purchase is incorporated herein by reference.
(d) The information set forth under the heading “8. Price Range of the Shares” in the Offer
to Purchase is incorporated herein by reference.
(e) The information set forth under the heading “11. Interest of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
(f) The information set forth under the heading “11. Interest of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
2
Item 3. Identity and Background of Filing Person
(a) The information set forth under the heading “10. Certain Information Concerning the
Company, its Affiliates and its Executive Officers and Directors” in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth under the heading “10. Certain Information Concerning the
Company, its Affiliates and its Executive Officers and Directors” in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth under the heading “10. Certain Information Concerning the
Company, its Affiliates and its Executive Officers and Directors” in the Offer to Purchase is
incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth under the headings “Summary Term Sheet,” “2. Number of Shares;
Expiration Time; Priority of Purchases; Proration; Odd Lot,” “3. Procedures for Tendering Shares,”
“4. Withdrawal Rights,” “5. Purchase of Shares and Payment of Purchase Price,” “6. Conditional
Tender of Shares,” “7. Conditions of the Offer,” “13. U.S. Federal Income Tax Consequences” and
“14. Extension of the Offer; Termination; Amendment” in the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth under the headings “Summary Term Sheet,” “2. Number of Shares;
Expiration Time; Priority of Purchases; Proration; Odd Lot,” “3. Procedures for Tendering Shares,”
“4. Withdrawal Rights,” “5. Purchase of Shares and Payment of Purchase Price,” “6. Conditional
Tender of Shares,” “7. Conditions of the Offer,” “13. U.S. Federal Income Tax Consequences” and
“14. Extension of the Offer; Termination; Amendment” in the Offer to Purchase is incorporated
herein by reference.
(d) As stated under the heading “1. Special Factors — Fairness of the Offer” in the Offer to
Purchase, which information is incorporated herein by reference, the holders of GFFC Shares are not
entitled to appraisal rights.
(e) As set forth in the Offer to Purchase under the heading “1. Special Factors — Fairness
of the Offer — Fairness Determination by the Board of Directors of Greenville Federal MHC,” which
statement is incorporated herein by reference, no provisions have been made to grant unaffiliated
security holders access to the corporate files of Greenville Federal MHC or to obtain counsel or
appraisal services at the expense of Greenville Federal MHC.
(f) Not applicable. The consideration offered to security holders is cash.
Item 5. Past Contacts, Transactions, Negotiations and Agreement
(a) None.
(b) None.
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(c) None.
(e) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(b) The information set forth under the heading “1. Special Factors — Effects of the Offer —
Effects on rights of Company shares” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors”
in the Offer to Purchase is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects
(a) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
— Purposes and Reasons for the Offer” in the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth under the heading “1. Special Factors — Alternatives” in the
Offer to Purchase is incorporated by reference.
(c) The information set forth under the heading “1. Special Factors” in the Offer to Purchase
is incorporated herein by reference.
(d) The information set forth under the heading “1. Special Factors — Effects of the Offer”
in the Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction
(a) — (e) The information set forth under the heading “1. Special Factors — Fairness of the
Offer” in the Offer to Purchase is incorporated herein by reference.
(f) None.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) — (c) The information set forth under the heading “1. Special Factors — Background of
the Offer” and “—Fairness of the Offer” in the Offer to Purchase is incorporated herein by
reference.
Item 10. Source and Amounts of Funds and Other Consideration
(a) — (b) The information set forth in (a) and (b) under the heading “Item 7. Source and
Amount of Funds” in the Offer to Purchase is incorporated herein by reference.
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(c) The information set forth under the heading “15. Fees and Expenses” in the Offer to
Purchase is incorporated herein by reference.
(d) No part of the funds required for the offer is expected to be borrowed.
Item 11. Interest in Securities of the Subject Company
(a) — (b) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference. In addition, the information set forth under the
heading “Item 11. Additional Information” in Amendment No. 5 to GFFC’s Schedule TO is incorporated
herein by reference.
Item 12. The Solicitation or Recommendation
(d) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
— Fairness of the Offer” in the Offer to Purchase is incorporated herein by reference.
(e) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
— Fairness of the Offer” in the Offer to Purchase is incorporated herein by reference.
Item 13. Financial Statements
(a) GFFC’s audited financial statements for the fiscal years ended June 30, 2009 and 2008 are
incorporated herein by reference to the information under the heading “10. Certain Information
Concerning the Company and its Executive Officers and Directors” in the Offer to Purchase which
incorporates by reference GFFC’s Annual Report on Form 10-K for the Year Ended June 30, 2009, filed
with the Securities and Exchange Commission on September 28, 2009 (File No. 000-51668). The ratio
of earnings to fixed charges is incorporated by reference from the table set forth under the
heading “10. Certain Information Concerning the Company, its Affiliates and its Executive Officers
and Directors — Selected Historical and Pro Forma Financial Information” in the Offer to Purchase.
In Amendment No. 5 to GFFC’s Schedule TO, a bullet point was added to the Offer to Purchase under
the heading “10. Certain Information Concerning the Company and its Executive Officers and
Directors” incorporating by reference GFFC’s Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2009. Such information is incorporated herein by reference.
(b) The Unaudited Pro-Forma Data set forth under the heading “10. Certain Information
Concerning the Company, its Affiliates and its Executive Officers and Directors — Selected
Historical and Pro Forma Financial Information” in the Offer to Purchase is incorporated herein by
reference.
Item 14. Persons/Assets Retained, Employed, Compensated or Used
(a) — (b) The information set forth under heading “15. Solicitation Fees and Expenses” in the
Offer to Purchase is incorporated herein by reference.
5
Item 15. Additional Information
Item 16. Exhibits
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(a)
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See the Index to Exhibits attached to this Schedule 13E-3.
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(b)
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Not applicable.
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(c)(1)
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Report of Keefe, Bruyette & Woods, Inc., dated April 27, 2009
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(c)(2)
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Report of Keefe, Bruyette & Woods, Inc., dated May 20, 2008
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(c)(3)
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Report of Keefe, Bruyette & Woods, Inc., dated October 29, 2008
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(c)(4)
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Report of Keefe, Bruyette & Woods, Inc., dated February 18, 2009
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(c)(5)
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Report of Keefe, Bruyette & Woods, Inc., dated July 22, 2009
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(c)(6)
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Report of Keefe, Bruyette & Woods, Inc., dated November 18, 2008
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(c)(7)
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Report of RP
®
Financial, LC, dated September 28, 2009, effective as of June 30, 2009
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(d)(1)
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Greenville Federal Financial Corporation Amended and Restated Equity Plan
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(d)(2)
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Form of GFFC 2006 Equity Plan Award Agreement
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(d)(3)
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Trust Agreement for Greenville Federal Financial Corporation 2006 Equity Plan
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(d)(4)
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First Amendment to the Trust Agreement for Greenville Federal Financial Corporation
Amended and Restated 2006 Equity Plan
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(e)(1)
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Proxy Statement for the 2009 Annual Meeting of Stockholders of GFFC
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(e)(2)
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Annual Report on Form 10-K of GFFC for the Fiscal Year Ended June 30, 2009
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(e)(3)
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Quarterly Report on Form 10-Q of GFFC for the fiscal quarter ended September 30,
2009, as filed on November 16, 2009.
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(f)
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Not applicable.
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(g)
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Not applicable.
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6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and correct.
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November 18, 2009
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GREENVILLE FEDERAL MHC
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By:
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/s/ Jeff D. Kniese
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Name:
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Jeff D. Kniese
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Title:
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President, Chief Executive Officer
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7
INDEX TO EXHIBITS
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Exhibit No.
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Description
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(a)(1)****
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Offer to Purchase for Cash, dated October 15, 2009
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(a)(2)****
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Letter of Transmittal
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(a)(3)****
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Form of Notice of Guaranteed Delivery
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(a)(4)****
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Form of Letter to Brokers, Dealers, Banks and Other Nominees
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(a)(5)****
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Form of Letter from Brokers, Dealers, Banks and Other Nominees to their Clients
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(a)(6)****
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Guidelines for Certification of Taxpayer Identification Number
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(a)(7)*
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Press Release issued by GFFC, dated July 8, 2009
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(a)(8)****
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Press Release issued by GFFC dated October 15, 2009
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(a)(9)****
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Form of Letter to Participants in the Greenville Federal Financial Corporation Employee
Stock Ownership Plan
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(a)(10)*******
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News Release, dated November 18, 2009
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(b)
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Not applicable
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(c)(1)*
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Report of Keefe, Bruyette & Woods, Inc., dated April 27, 2009
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(c)(2)**
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Report of Keefe, Bruyette & Woods, Inc., dated May 20, 2008
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(c)(3)**
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Report of Keefe, Bruyette & Woods, Inc., dated October 29, 2008
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(c)(4)**
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Report of Keefe, Bruyette & Woods, Inc., dated February 18, 2009
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(c)(5)**
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Report of Keefe, Bruyette & Woods, Inc., dated July 22, 2009
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(c)(6)***
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Report of Keefe, Bruyette & Woods, Inc., dated November 18, 2008
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(c)(7)****
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Report of RP
®
Financial, LC, dated September 28, 2009, effective as of June 30, 2009
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(d)(1)*
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Greenville Federal Financial Corporation Amended and Restated Equity Plan (incorporated by
reference to GFFC’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008, Exhibit 10.7)
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(d)(2)*
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Form of GFFC 2006 Equity Plan Award Agreement (incorporated by reference to GFFC’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2008, Exhibit 10.8)
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8
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Exhibit No.
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Description
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(d)(3)*
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Trust Agreement for Greenville Federal Financial Corporation 2006 Equity Plan
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(d)(4)*
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First Amendment to the Trust Agreement for Greenville Federal Financial Corporation Amended
and Restated 2006 Equity Plan
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(e)(1)*****
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Proxy Statement for the 2009 Annual Meeting of Stockholders of GFFC
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(e)(2)******
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Annual Report on Form 10-K of GFFC for the Fiscal Year Ended June 30, 2009
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(e)(3)********
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Quarterly Report on Form 10-Q of GFFC for the Fiscal Quarter Ended September 30, 2009
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(f)
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Not applicable
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(g)
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Not applicable
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(h)
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Not applicable
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*
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Previously filed with GFFC Schedule TO on July 8, 2009.
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**
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Previously filed with Amendment No. 1 to GFFC Schedule TO on August 6, 2009.
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***
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Previously filed with Amendment No. 2 to GFFC Schedule TO on August 25, 2009.
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****
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Filed with Amendment No. 4 to GFFC Schedule TO on October 15, 2009.
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*****
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Filed with the SEC on September 29, 2009 (File No. 000-51668).
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******
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Filed with the SEC on September 28, 2009 (File No. 000-51668).
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*******
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Filed with Amendment No. 5 to GFFC Schedule TO on
November 18, 2009.
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********
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Filed with the SEC on November 16, 2009.
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9
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